Canada Not-for-profit Corporations Act (S.C. 2009, c. 23)

Marginal note:Contents of certificate

• 43. (1) Every debt obligation certificate, if the articles authorize more than one class or series of debt obligations, shall legibly

  • (a) state the rights, privileges, restrictions and conditions attached to the debt obligations of each class and series that exist when the debt obligation certificate is issued; or

  • (b) state that the class or series of debt obligations that it represents has rights, privileges, restrictions or conditions attached to it and that the issuer will provide a debt obligation holder, on demand and without charge, with a full copy of the text of the rights, privileges, restrictions and conditions attached to each class or series authorized to be issued.

• Marginal note:Copy of text

  (2) If a debt obligation certificate contains a statement referred to in paragraph (1)(b), the issuer shall, on request, provide the debt obligation holder with the copy of the text referred to in that paragraph.

Marginal note:Registers

• 44. (1) A corporation that issues debt obligations shall maintain a debt obligations register in which it records the debt obligations issued by it in registered form, showing the prescribed information with respect to each class or series.

• Marginal note:Location of register

  (2) The debt obligations register shall be maintained at the issuer’s registered office or at any other place in Canada designated by the directors.

• Marginal note:Branch registers

  (3) An issuer may maintain additional branch debt obligations registers in other places designated by the directors.

• Marginal note:Contents of branch register

  (4) A branch debt obligations register shall only contain particulars of debt obligations issued or transferred at the branch. The same information shall also be recorded in the central register.

• Marginal note:Production of certificates

  (5) An issuer, its agent or mandatary, or a trustee as defined in subsection 104(1) is not required to produce a cancelled debt obligation certificate in registered form after the prescribed period.

Marginal note:Agent or mandatary

45. An issuer may appoint an agent or mandatary to maintain debt obligations registers on its behalf.

Marginal note:Registration

46. The registration of the issue or transfer of a debt obligation in any debt obligations register is complete and valid registration for all purposes.

Marginal note:Trustee

47. An issuer or a trustee as defined in subsection 104(1) may treat the person whose name appears on the debt obligations register as the debt obligation’s owner for all purposes.